Prior Discussions Sample Clauses

Prior Discussions. This Agreement supersedes all prior discussions, agreements, writings and representations between Seller and Purchaser with respect to the Property, the transaction contemplated herein and all other matters.
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Prior Discussions. There was no agreement, understanding, arrangement, or substantial negotiations concerning the Merger at the time of the consummation of the Spin-Off or within six months thereafter.
Sample 1
Prior Discussions. This Contract supersedes and cancels all prior discussions, Contracts and understandings with respect to the subject matter hereof between the parties, written, oral or implied.
Sample 1
Prior Discussions. Except for emergencies involving the public health, welfare and safety, the Employer agrees that contracting work which will result in a reduction of the bargaining unit by termination or layoff or a permanent reduction of their work week, will be discussed with the Union prior to the letting of the contracts. At the meeting, the Union shall be afforded the opportunity to convince the Employer that it would be more cost effective to the Employer for such work to be performed by the existing employees.
Sample 1
Prior Discussions. Amendments in Writing; Counterparts; Filing As Financing Statement 9.6 General Indemnification 9.7 Destruction of Documents; Jurisdiction 9.8 Notices 9.9 Application of Proceeds 9.10 Continuance of Defaults 9.11 Severability 9.12 Headings 9.13 Governing Law; Sealed Instrument 9.14 Force Majeure 9.15 Joint and Several 9.16 Interpretation of Agreement Master Disclosure Schedule -------------------------- Exhibit A Form of Note Exhibit B Form of Security Agreement Schedule 4.1.3 Compliance Certificate
Sample 1
Prior Discussions. This Agreement supersedes any written or oral communications between CIRCOR or Employer and you with respect to transaction or retention bonuses. If you have any questions about the matters covered in this Agreement, please call Xxxxxx Xxxxxxxxxx, Chief Human Resources Officer of CIRCOR at (000) 000-0000. Very truly yours, /s/ Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx President and Chief Executive Officer Intending to be legally bound, I have signed this Agreement as of the date set forth below. /s/ Xxxx Xxxxxx November 18, 2019 Xxxx Xxxxxx Exhibit A – Metrics Governing Payout of Transaction Bonus 50% of the bonus payout to be based on achievement of the following quantitative targets: • AOI • Cash • Net Sales • Targets to be set based on Q4 2019 Forecast and quarterly budgets for 2020 50% of the bonus payout to be based on achieving qualitative targets tied to supporting the Sale of the Business and completing the Sale of the Business Final achievement/payout to be based on CEO assessment. Payout capped at 100% of target.
Sample 1
Prior Discussions. Amendments in Writing; Counterparts; Filing As Financing Statement 30 9.6 General Indemnification 31 9.7 Destruction of Documents; Jurisdiction 31 9.8 Notices 31 9.9 Application of Proceeds 32 9.10 Continuance of Defaults 32 9.11 Severability 32 9.12 Headings 32 9.13 Governing Law; Sealed Instrument 32 9.14 Force Majeure 33 9.15 Interpretation of Agreement 33 Master Exhibit COMMERCIAL LOAN AGREEMENT This Commercial Loan Agreement (this "Agreement") is dated as of March 28, 1997, and is by and among BOSTON BIOMEDICA, INC. ("BBI"), BTRL CONTRACTS AND SERVICES, INC. ("BTRL"), BBI CLINICAL LABORATORIES, INC. ("BBICL"), formerly known as BBI-NORTH AMERICAN CLINICAL LABORATORIES, INC. and BBI-SOURCE SCIENTIFIC, INC. ("BSS"), each of which is a Massachusetts corporation validly created, legally existing and in good standing under the laws of the Commonwealth of Massachusetts and each of which has its "Notice Address" at 000 Xxxx Xxxxxx, Xxxx Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000 (BBI, BTRL, BBICL and BSS, together with their respective successors and assigns, are collectively referred to herein as the "Borrower") and THE FIRST NATIONAL BANK OF BOSTON, a national banking association having an office and "Notice Address" at Bank of Xxxxxx-Xxxxxxxxx Xxxxx, X.X. Xxx 00000, 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 (together with its successors and assigns, the "Lender").
Sample 1
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Related to Prior Discussions

  • Existing Discussions The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement. The Company also agrees that it will (i) promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries and (ii) enforce and not waive the terms of any such confidentiality agreement.

  • Discussion Staff has reviewed the proposal relative to all relevant policies and advise that it is reasonably consistent with the intent of the MPS. Attachment B provides an evaluation of the proposed development agreement in relation to the relevant MPS policies.

  • Settlement Discussions This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties hereto. Nothing herein shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than to prove the existence of this Agreement or in a proceeding to enforce the terms of this Agreement.

  • No Existing Discussions As of the date hereof, the Company is not engaged, directly or indirectly, in any discussions or negotiations with any other party with respect to an Acquisition Proposal.

  • No Other Discussions The Seller and its respective Affiliates, employees, agents and representatives will not (i) initiate, encourage the initiation by others of discussions or negotiations with third parties or respond to solicitations by third persons relating to any merger, sale or other disposition of any substantial part of the Business or the properties of the Corporation, or any of the Purchased Assets (whether by merger, consolidation, sale of stock, sale of assets, or otherwise), or (ii) enter into any agreement or commitment (whether or not binding) with respect to any of the foregoing transactions. The Seller will immediately notify the Purchaser if any third party attempts to initiate any solicitation, discussion or negotiation with respect to any of the foregoing transactions.

  • Prospectus Revisions -- Audited Financial Information Except as otherwise provided in subsection (m) of this Section 4, on or prior to the date on which there shall be released to the general public financial information included in or derived from the audited financial statements of the Company for the preceding fiscal year, the Company shall cause the Registration Statement and the Prospectus to be amended, whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate by reference such audited financial statements and the report or reports, and consent or consents to such inclusion or incorporation by reference, of the independent accountants with respect thereto, as well as such other information and explanations as shall be necessary for an understanding of such financial statements or as shall be required by the 1933 Act or the 1933 Act Regulations.

  • Pro Forma Financial Information The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statements amounts in the pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply as to form in all material respects with the application requirements of Regulation S-X under the Exchange Act.

  • Ongoing Compliance of the Offering Memorandum If at any time prior to the completion of the initial offering of the Securities (i) any event shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to the Offering Memorandum (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented (including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with law.

  • Interim Financial Information The Company shall supply the ----------------------------- Parent with a copy of its internal unaudited monthly financial statements within thirty (30) days after the end of each month.

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